Exhibit 10.20


 


ASSIGNMENT AGREEMENT


 


This Assignment Agreement, dated as of April 15, 2004 (this “Agreement”),
is made by and between Assured Guaranty Re Overseas Ltd. (formerly known as ACE
Capital Re Overseas Ltd., formerly known as ACE Capital Re Bermuda Ltd.) (“AGRO”),
ACE Bermuda Insurance Ltd. (“ACE Bermuda”) and ACE Capital Title
Reinsurance Company (formerly known as Capital Title Reinsurance Company) (“ACE
Title”).


 


RECITALS


 


WHEREAS,
AGRO has executed and delivered that certain Amended and Restated Guaranty,
effective as of February 15, 2000 (the “Guaranty”), for the benefit
of ACE Title; and


 


WHEREAS,
AGRO desires to assign, transfer and novate all of its past, present and future
right, title, interest and obligations in, to and under the Guaranty to ACE
Bermuda as set forth in this Agreement; and


 


WHEREAS,
ACE Bermuda desires to accept all of the AGRO’s past, present and future right,
title, interest and obligations in, to and under the Guaranty as set forth in
this Agreement; and


 


WHEREAS,
ACE Title desires to consent to the assignment, transfer and novation referred
to above and to release AGRO from liability under the Guaranty.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


1.                                       Effective
as of the date hereof:


 


(i)                                     AGRO hereby
assigns, transfers and novates all of its past, present and future right, title
and interest in the Guaranty to ACE Bermuda;


 


(ii)                                  AGRO hereby assigns,
transfers and novates all of its past, present and future obligations which
arise out of, relate to, or are in any way connected with, the Guaranty to ACE
Bermuda;


 


(iii)                               ACE Bermuda hereby
accepts each assignment, transfer and novation referred to in the immediately
preceding clauses (i) and (ii) and assumes all of the


 

















 


liabilities and obligations (whether past, present or future) with
respect to the foregoing;


 


(iv)                              ACE Bermuda shall be the
“Parent” for all purposes under the Guaranty; and


 


(v)                                 ACE Title hereby
acknowledges and consents to each assignment, transfer and novation referred to
in clauses (i) and (ii) of this Paragraph 1.


 


2.                                       In furtherance
of the foregoing, (a) ACE Title hereby releases AGRO from any and all past,
present or future liability or obligation with respect to the Guaranty (b) ACE
Bermuda and AGRO acknowledge and agree that AGRO has no past, present or future
liability or obligation with respect to the Guaranty and (c) ACE Bermuda hereby
agrees to indemnify and hold AGRO harmless against any such liability or
obligation arising out of, related to, or in any way connected with the
Guaranty.


 


3.                                       Except
as expressly set forth herein and amended hereby, the Guaranty shall remain in
full force and effect.


 


4.                                       This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflicts of law rules thereof.


 


5.                                       Each
of AGRO and ACE Bermuda shall, at its own cost and expense, execute and do all
such deeds, documents, acts and things as the other party may from time to time
reasonably request as may be necessary to give full effect to this Agreement.


 


6.                                       This
Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.


 


[The next
page is the signature page.]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.


 


 


	
  ASSURED GUARANTY RE
  OVERSEAS LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Norie R. Bregman

  	
   

  
	
  Name:   Norie R. Bregman

  
	
  Title:     EVP

  
	
   

  
	
   

  
	
  ACE BERMUDA
  INSURANCE LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew M. Gibbs

  	
   

  
	
  Name:   Andrew M. Gibbs

  
	
  Title:     CFO

  
	
   

  
	
   

  
	
  ACE CAPITAL TITLE
  REINSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ George D. Wilkinson

  	
   

  
	
  Name:   George D. Wilkinson

  
	
  Title:     Vice President
  & Counsel